The overall aim of the current revised (third submission) proposal is to develop knowledge about the prevention of panic attacks and panic disorder (PD) using a specialized anxiety-smoking cessation intervention. This program will target, within the context of a controlled prevention program, two malleable vulnerability factors for the development of PD - anxiety sensitivity (the fear of anxiety and anxiety-related sensations) and cigarette smoking. The prevention program, implemented across two sites, will utilize cognitive restructuring and interoceptive exposure strategies with a specific focus on reducing the fear of anxiety in order to (1) decrease the development of panic attacks and panic disorder;and (2) facilitate successful cessation. Both panic and smoking factors are of primary theoretical interest to an integrative intervention that seeks to modify risk processes relevant to both outcomes. It is noteworthy that this "dual" focus has been recommended as an ideal strategy by the Institute of Medicine report on prevention science (Mrazek &Haggerty, 1994) as well as the recent NIMH Workgroup on Tobacco Use and Cessation in Psychiatric Disorders (Riley, 2005) for comorbid problems. Specifically, this Panic-Smoking Program (PSP) will integrate interoceptive exposure, cognitive restructuring, and psychoeducation exercises developed for panic prevention and treatment programs with standard smoking cessation counseling. To address the efficacy of the anxiety-related components of PSP, the program will be compared to a program consisting only of the smoking-related components of PSP (SP). This approach is aimed at establishing the efficacy of the PSP intervention relative to a contemporary smoking-cessation program. The primary aims focus on examining the effects of reductions in a psychological vulnerability factor (anxiety sensitivity) and a behavioral risk factor (smoking) in an integrated smoking-panic program designed to decrease the development of panic psychopathology and to facilitate smoking cessation.